Kaiyuan Education Technology Group Co.Ltd(300338) independent director
Independent opinions on matters related to the 23rd Meeting of the 4th board of directors
As an independent director of Kaiyuan Education Technology Group Co.Ltd(300338) (hereinafter referred to as “the company” or ” Kaiyuan Education Technology Group Co.Ltd(300338) ” or “party a”), in accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the working system of independent directors, the articles of association and other relevant laws and regulations In accordance with the provisions of the rules and regulations, based on the principle of prudence and the position of independent judgment, we have carefully considered the relevant matters considered at the 23rd Meeting of the Fourth Board of directors of the company, and issued independent opinions as follows: I. independent opinions on the occupation of the company’s funds by the controlling shareholders, actual controllers and other related parties in 2021 and the external guarantee of the company
In accordance with the relevant provisions of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (revised in 2017) and the notice on regulating the external guarantee behavior of listed companies (Zheng Jian Fa [2005] No. 120), as the independent director of the company, we are responsible for the occupation of non operating funds and other related capital exchanges of the company in 2021 The company has verified the accumulated and current external guarantees. Based on objective and independent judgment, we hereby express the following opinions:
1. During the reporting period, the company did not have other situations in which the controlling shareholders, actual controllers and other related parties occupied the company’s funds, nor did it have other situations in which the controlling shareholders, actual controllers and other related parties occupied the company’s funds that occurred in previous years and accumulated to December 31, 2021.
2. During the reporting period, the company did not provide guarantees for controlling shareholders, actual controllers and other related parties, any legal entity or individual.
3. The capital transactions between the company and its controlling shareholders, actual controllers and other related parties can strictly comply with the provisions of the notice on regulating capital transactions between listed companies and related parties and external guarantees of listed companies, and there is no violation of relevant laws, regulations and provisions. 2、 Independent opinions on annual profit distribution plan in 2021
The company’s profit distribution plan for 2021 is formulated by the board of directors based on the actual operation of the company in 2021 and the changes in the business environment in 2022, which meets the relevant requirements of the regulatory authorities and the provisions of the articles of association, is conducive to the overall interests of the company and shareholders, and the decision-making procedures are legal and compliant. To sum up, we agree not to make profit distribution this time, and agree to submit this plan to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Independent opinions on the continued employment of financial audit institutions
After verification, Tianjian Certified Public Accountants (special general partnership) has the qualification of securities practice. During the period of serving as the audit institution of the company from 2012 to 2021, it can follow the independent audit standards for Chinese certified public accountants and express independent audit opinions diligently and dutifully. It is agreed that the company will continue to employ Tianjian Certified Public Accountants (special general partnership) as the financial audit institution of the company in 2022. 4、 Independent opinion on self-evaluation report of internal control in 2021
After reviewing the self-evaluation report of the company’s internal control in 2021, we believe that during the reporting period, the company’s internal control management system has been basically established, and the internal control system is standardized, strict, sufficient and effective in terms of internal environment, goal setting, event identification, risk assessment, risk countermeasures, control activities, information and communication, inspection and supervision, and generally complies with relevant national laws According to the requirements of regulations and regulatory authorities, the company’s internal control activities basically cover all operation links. We believe that the company’s 2021 internal control self-evaluation report truly and objectively reflects the actual situation of the company’s internal control. 5、 Independent opinions on the remuneration of directors, supervisors and senior managers of the company
As an independent director of the company, we have carefully reviewed the salary disclosure of the company’s directors, supervisors and senior managers, and believe that in 2021, the company strictly implemented the relevant systems of salary and performance appraisal of directors, supervisors and senior managers, and the salary payment procedures of the company comply with the provisions of relevant laws, regulations, articles of association and other rules and regulations.
The remuneration plan of the company’s directors, supervisors and senior managers in 2022 is formulated according to the remuneration level of the company’s industry and region and in combination with the actual operation of the company. Compliance with relevant laws, regulations and the articles of association is conducive to further mobilize the enthusiasm of directors and senior managers, make them more diligent and conscientious, and earnestly perform their due obligations. Agree to the remuneration plan of the company’s directors, supervisors and senior managers in 2022. 6、 Independent opinions on the provision for asset impairment, provision for credit impairment, bad debt write off and asset scrapping in 2021
The company’s provision for asset impairment, provision for credit impairment, write off of bad debts and asset scrapping are fully based, the decision-making procedures are standardized and legal, comply with the provisions of the accounting standards for business enterprises and the company’s relevant accounting policies, and can objectively and fairly reflect the company’s financial status, asset value and operating results as of December 31, 2021; It conforms to the overall interests of the company and does not damage the interests of the company and all shareholders, especially the interests of minority shareholders. We agree to the provision for asset impairment, credit impairment, bad debt write off and asset scrapping.
7、 Independent opinions on the company’s daily connected transaction quota in 2022
The company’s daily related party transactions in 2022 are expected to comply with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, the Shenzhen Stock Exchange GEM listed companies standardized operation guidelines and the articles of association. There is no situation that damages the interests of the company, subsidiaries and shareholders of the company, and there is no possibility that the main business of the company and subsidiaries will rely on or be controlled by related parties due to related party transactions. The independent directors have no objection to the company’s daily connected transaction quota in 2022. The amount of this connected transaction does not meet the standard for submission to the general meeting of shareholders for deliberation, so it is not necessary to submit it to the general meeting of shareholders for deliberation. 8、 Independent opinions on the provision for impairment of goodwill
The company’s provision for impairment of goodwill is made based on the principle of prudence, which meets the requirements of relevant laws, regulations and regulatory rules and the actual situation of the company’s assets. After the provision for impairment is made, it can more fairly reflect the company’s financial situation and operating results. The decision-making procedure of withdrawing goodwill impairment provision this time complies with the provisions of relevant laws, regulations and the articles of association. Therefore, it is agreed to withdraw the provision for goodwill impairment this time and submit it to the 2021 annual general meeting of shareholders of the company for deliberation. 9、 Independent opinion on the special description of the company’s 2021 non-standard audit report
We have carefully reviewed the financial report of the company in 2021 and the non-standard unqualified audit report issued by Tianjian Certified Public Accountants (special general partnership), and talked and communicated with the certified public accountants and the management of the company on the relevant contents of the financial report and audit report. We believe that:
The contents of the non-standard unqualified audit report issued by Tianjian Certified Public Accountants (special general partnership) truthfully reflect the current situation of the company.
We agree with the relevant explanation and handling of the matter by the board of directors of the company. It is hoped that the board of directors and the management will actively take practical measures to properly handle relevant matters, ensure the sustainable operation ability of the company, maintain the sustainable, stable and healthy development of the company, and effectively safeguard the rights and interests of all shareholders and investors. As an independent director of the company, we pay close attention to the relevant matters involved in the audit opinions issued by the audit institution, and will strictly urge the company to seriously implement and solve them to eliminate the impact of relevant matters. 10、 Independent opinions on the application of the company and its subsidiaries for comprehensive credit from the bank in 2022
The company and its subsidiaries apply to the bank for comprehensive credit, which helps them expand their business needs and increase working capital. The overall risk is controllable and will not adversely affect the normal operation and business development of the company. There is no violation of relevant laws and regulations, which is in line with the interests of the company and all shareholders. The relevant review procedures are in line with laws and regulations and the relevant provisions of the articles of association. 11、 Independent opinions on Amending the articles of association and relevant systems
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other relevant laws, administrative regulations, departmental rules and normative documents, and in combination with the actual situation of the company, This time, we will further improve the company’s system construction and modify the articles of association and relevant systems. We agree to the amendment of the articles of association and relevant systems and agree to submit them to the 2021 annual general meeting of shareholders of the company for deliberation.
(there is no text on this page, which is the signature page of Kaiyuan Education Technology Group Co.Ltd(300338) independent directors’ independent opinions on matters related to the 23rd Meeting of the 4th board of directors.)
Chen Zhengfeng, Li Jianhui, Ning Huabo
April 28, 2022
